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company or other similar entity, each party executing this Agreement on behalf of Buyer
<br /> represents and warrants that such person is duly and validly authorized to do so on behalf of
<br /> Buyer, and this Agreement constitutes the legal, valid, binding and enforceable obligation of
<br /> Buyer.
<br /> 6.3.2. No Attachments. There are no attachments, executions or assignments for
<br /> the benefit of creditors, or voluntary or involuntary proceeds in bankruptcy or under any other
<br /> debtor - relief laws pending or, to the best knowledge and belief of Buyer, threatened against
<br /> Buyer.
<br /> ARTICLE 7. MISCELLANEOUS
<br /> 7.1. Broker's Commission. Seller and Buyer each warrants and represents that it has
<br /> not engaged the services of any agent, finder, or broker in connection with the transaction which
<br /> is the subject of this Agreement, and that it is not liable for any real estate commissions, broker's
<br /> fees, or finder's fees which may accrue by means of the sale of the Property. Seller and Buyer
<br /> Y Y
<br /> agree to and do hereby indemnify and hold the other harmless from and against any and all costs,
<br /> liabilities, losses, damages, claims, causes of action, or proceedings which may result from any
<br /> broker, agent, or finder, licensed or otherwise, which it has employed in connection with the
<br /> transaction covered by this Agreement.
<br /> 7.2. Obligation to Refrain From Discrimination. The Buyer covenants by and for
<br /> itself and any successors in interest that there shall be no discrimination against or segregation of
<br /> any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section
<br /> 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1,
<br /> subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of
<br /> the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment
<br /> of the Property, nor shall the Buyer itself or any person claiming under or through it establish or
<br /> permit any such practice or practices of discrimination or segregation with reference to the
<br /> selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
<br /> vendees of the Property. The foregoing covenants shall run with the land.
<br /> 7.3. Waiver, Consent and Remedies. Each provision of this Agreement to be
<br /> performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a
<br /> material consideration for Seller's and Buyer's performance hereunder, as appropriate, and any
<br /> breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party
<br /> may specifically and expressly waive in writing any portion of this Agreement or any breach
<br /> thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or
<br /> succeeding breach of the same or any other provision. A waiving party may at any time
<br /> thereafter require further compliance by the other party with any breach or provision so waived.
<br /> The consent by one party to any act by the other for which such consent was required shall not
<br /> be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or
<br /> any similar acts in the future. No waiver or consent shall be implied from silence or any failure
<br /> of a party to act, except as otherwise specified in this Agreement. All rights, remedies,
<br /> undertakings, obligations, options, covenants, conditions, and agreements contained in this
<br /> Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as
<br /> otherwise specified herein, either party hereto may pursue any one or more of its rights, options,
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<br /> 82483.00000\5571002 3
<br /> ATTY /AGR/2010.120
<br /> 103010
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